Common use of Vesting and Exercise Schedules Clause in Contracts

Vesting and Exercise Schedules. (a) This Option shall become vested with respect to 33 1/3% of the aggregate number of shares of Stock subject to this Option on each of the first through third anniversaries of the Grant Date; provided, however, that the Optionee must be continuously employed with the Company or its Subsidiary from the Grant Date through the date of the applicable anniversary in order for the Option to vest with respect to shares of Stock on such date. If an installment of the vesting would result in a fractional vested share of Stock, such installment shall be rounded to the next higher share of Stock, as determined by the Company, except the final installment, which shall be for the balance of the shares of Stock subject to this Option. (b) This Option shall fully vest, irrespective of the limitations set forth in subparagraph (a) above, in the event of the Optionee’s death while employed by the Company or its Subsidiary, provided that the Optionee shall have been continuously employed by the Company since the Grant Date. (c) In the event the Optionee’s services as an employee of the Company or its Subsidiary are terminated for any reason (other than death), this Option shall immediately terminate and be of no force and effect with respect to any shares of Stock as to which the Option has not previously vested. With respect to any shares of Stock as to which the Option is vested and exercisable on the date of termination, the Option will terminate upon the earlier of i) ninety (90) days after the date of such termination or ii) the seventh anniversary of the Grant Date. For this purpose, the Optionee’s services as an employee are not deemed terminated if, prior to sixty (60) calendar days after the date of termination of employment with the Company, the Optionee is rehired by the Company or a Subsidiary; and the Optionee’s transfer from the Company to its Subsidiary or from one Subsidiary to another shall not be deemed a termination of employment.

Vesting and Exercise Schedules. (a) This Option shall only be exercisable as to those shares of Stock subject to the Option that have satisfied the Performance Vesting and Time Vesting criteria. (b) Performance Vesting of the Option shall be determined based on the Company’s earnings per share (“EPS”) for the year ending December 31, 2006 as reported in the Company’s audited financial statements included within the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (the “2006 Annual Report”). On the date that the Company files the 2006 Annual Report with the Securities and Exchange Commission (the “Earnings Date”), all or a portion of the shares subject to the Option shall vest in accordance with the Performance Vesting criteria as follows: This Option shall terminate as to any portion of the shares of Stock subject to the Option that do not satisfy the Performance Vesting criteria as of the Earnings Date. (c) The portion of the Option that satisfies the Performance Vesting criteria as of the Earnings Date shall become vested (“Time Vesting”) with respect to 33 1/3% of the aggregate number of shares of Stock subject thereto on the Earnings Date, as to this Option on each an additional 33 1/3% of the first through aggregate number of shares of Stock subject thereto on second anniversary of the Grant Date, and as to the balance of the number of shares of Stock subject thereto on third anniversaries anniversary of the Grant Date; provided, however, that the Optionee must be continuously employed with the Company or its Subsidiary from the Grant Date through the Earnings Date or the date of the applicable anniversary in order of the Grant Date for the Option to vest with respect to shares of Stock on such date. If an installment of the vesting would result in a fractional vested share of Stock, such installment shall be rounded to the next higher share of Stock, as determined by the Company, except the final installment, which shall be for the balance of the shares of Stock subject to this Option. (bd) This Option shall fully vest, irrespective of the limitations set forth in subparagraph (ac) above, in the event of the Optionee’s death while employed by the Company or its Subsidiary, provided that the Optionee shall have been continuously employed by the Company since the Grant Date. (ce) In the event the Optionee’s services as an employee of the Company or its Subsidiary are terminated for any reason (other than death), this Option shall immediately terminate and be of no force and effect with respect to any shares of Stock as to which the Option has not previously vested. With respect to any shares of Stock as to which the Option is vested and exercisable on the date of termination, the Option will terminate upon the earlier of i) ninety (90) days after the date of such termination or ii) the seventh anniversary of the Grant Date. For this purpose, the Optionee’s services as an employee are not deemed terminated if, prior to sixty (60) calendar days after the date of termination of employment with the Company, the Optionee is rehired by the Company or a Subsidiary; and the Optionee’s transfer from the Company to its Subsidiary or from one Subsidiary to another shall not be deemed a termination of employment.